Imperial Energy Share Discussion Threads

[stuart14] 31/12/2008 07:12

Money soon!

[steelwatch] 31/12/2008 07:12

Settlement of the consideration to which any Imperial Energy Shareholder is entitled under the Share Offer will be despatched either on or before 13 January 2009 in respect of Imperial Energy Shares for which acceptances of the Share Offer complete in all respects have been received as at 1.00p.m. (London time) on 30 December 2008. Settlement of consideration due in respect of acceptances of the Share Offer complete in all respects received after 1.00p.m. (London time) on 30 December 2008 but while it remains open for acceptance will be despatched to accepting Imperial Energy Shareholders within 14 days of receipt of such acceptances.

[steelwatch] 31/12/2008 07:11

OVL is pleased to announce therefore that all the conditions of the Share Offer have now been satisfied or waived. Accordingly, the Share Offer is now declared wholly unconditional.

The Share Offer will remain open for acceptance until further notice and at least 14 days' notice will be given by announcement before the Share Offer is closed.

[jac1104] 31/12/2008 07:11

to all long term shareholders
well done !!!
this baby is finally put to bed
at the end of the day, I believe that ONGC had to complete the deal after Sinopec honoured their deal with Tanganyika - with both deals agreed when oil prices were around the same level of $120 per barrel
Whilst the Indian state has been politically shamed into this deal, at the very least, they have stepped up to the mark and honoured it at the final furlong.
Congratulations, ONGC and the Indian people, you have bought a superb asset and will have the last laugh.

Your finest Dom Perignon all round ;>

[stuart14] 31/12/2008 07:11

Result!!!!

[steelwatch] 31/12/2008 07:06

SHARE OFFER DECLARED WHOLLY UNCONDITIONALapproximately 96.8 per cent.

[jac1104] 31/12/2008 06:31

ET Exclusive: ONGC Videsh to takeover Imperial Energy
31 Dec 2008, 1137 hrs IST, ET Bureau


NEW DELHI: ONGC Videsh Ltd (OVL) has decided to takeover Imperial Energy with over 96.82% sharesholders of the UK-based company accepted its open offer.






hot of the presses boys n girls, happy 2009

[miamisteve] 31/12/2008 05:28

Anon - Got to disagree with your analysis.

Legally to try and invoke a MAC clause now wouldn't pass the laugh test in front of the takeover panel, because it could now at best only be pre-dated to the conditions of when they posted the offer document 14 days ago when they assumed the current oil price and conditions. There is no longer any recourse to $147 a barrel oil in August, because they made an offer for the company 14 days ago after the fall in crude.

The time to have attempted this would've been best done before posting the offer document, which by all accounts they considered, but were advised against it.

[benny62] 31/12/2008 03:51

Mad......just read latest TNF's.....cannot see how there is any problem

[benny62] 31/12/2008 03:34

Mad ...have read and reread all of the appropriate clauses and can find nothing which could impact here bearing in mind all of the DD that must have occurred prior to the bid and subsequentially prior to the application for an extension to the offer date....If there had been any anomaly then it should have been fielded prior to 9th Dec......

Should something now arise the shareholders as in the case of Sinopec ( I think) )may have recourse against ONGC

Anon may have commented on that situation in the past and also our thoughts on DB which appeared quite reasoned and sensible and obviously had some legal thought and background.

Of course all Lawyers are not always right !!!!!!

[madjock2] 31/12/2008 01:37

Anon

I will be more precise.

The actual clause to which you refer states

6.1 no adverse change or deterioration in the business, assets, financial or trading position or profits or prospects of any member of the Wider Imperial Energy Group which is material in the context of the Wider Imperial Energy Group taken as a whole or in the context of the Share Offer;


There is no deterioration in the business nor the assets nor the financial or trading position. The POO is an external factor and as such is unenforceable as a reason for a "detereoration".

The Indians will have carried out DD on the prospects of future production and unless there has been a deterioration here i.e. significantly less than 8,000 bopd this is also unenforceable.

IEC has never made a profit and who can say what the prospects are without a crystal ball.

Exactly which of these conditions do you think the Indians would base their case on?

I have respected Benny62's comments in the past and he seems to give you some credence here. I however think of you in the same category as the reporter of the mischevious article

[anon] 31/12/2008 00:51

benny62, the offer doc can be found on Imperial website. The conditions cover a wide range of subjects. Appendix 1 Part A and Part C cover the conditions. The MAC clause is Appendix 1 part A condition 6.

[benny62] 31/12/2008 00:36

Anon......Not having the document in front of me what would they waive ..I have read and respected your thoughts and legal comments in the past

[anon] 31/12/2008 00:29

A takeover offer will usually have both a mandatory acceptance level condition and a competiton/regulatory clearance condition which must be achieved before the offer can be declared unconditional. After that there are further conditions which may or may not be waived by the offeror. It is easier to drop the offer and not have a legal dispute with the offeree if a mandatory condition has not been achieved. For IEC the 2 mandatory conditions have been achieved assuming we reached 90% acceptance and we will see tomorrow if ONGC will waive the other conditions in their offer document to proceed with the takeover.

[benny62] 31/12/2008 00:27

Anon....what makes you take this potential view??

[zooshare] 31/12/2008 00:03

but why didn't the indians invoke the mac on whatever grounds before the voting?...why wait for the offer to become unconditional and then revoke it? and reputation is the big issue here as india is locked in sever competition with china for vital resources!!


latest from guardian 9 mins ago

Charm pays for Imperial Energy suitor ONGC
Chris Tryhorn The Guardian, Wednesday 31 December 2008
Article history
Shares in the Russia-focused Imperial Energy soared yesterday as shareholders appeared to have backed a £1.3bn bid from India's ONGC. The shares jumped 17% or 175p to £12.05, just 45p adrift of the price that ONGC has offered.

Shareholders had until 1pm yesterday to vote on the offer, which had received backing from both the Indian government and Russian regulators. There were fears that if less than 90% of them backed the deal, ONGC might back out and return with a lower offer than they made in August, when the oil price was about three times what it is now.

There was no official confirmation by the time the market closed last night, but City sources suggested that the requisite number of shareholders had given their support, following a last-ditch charm offensive over Christmas from bankers at Merrill Lynch and RBS.

Imperial has reserves of about 3.4m barrels of oil equivalent, and the take-over would increase ONGC's reserves by about 20%. Most of the mid-cap company's operations are in Siberia and in former Soviet states

[anon] 31/12/2008 00:02

Another recent example of a MAC clause invoked in a UK takeover situation would be Terra Firma and East Surrey.
For Mr Madjock2s info.....ONGC could declare the offer unconditional as to acceptances after getting more than 90% acceptances from shareholders but not unconditional in all respects and use a material adverse change argument to drop the takeover. It may not be the oil price decline but somthing along the lines of the fact that IEC had previously implied a 25,000 bbls per day production target by the end of 2008 which has not been achieved. It all depends how much ONGC really want to go ahead with this takeover which we should find out tomorrow. Reputation is not the issue, its a simple business decision to make.

[katsy] 30/12/2008 23:53

No anouncement by 8am tomorrow and see the panic. remember how the market works we can have 100 analysis reports saying comapny x is great and just 1 paragrath from another report saying it's great but.. and the market will only see the but...part.

God help us if this fails becasue of a big MAC.

[imperial3] 30/12/2008 23:25

To try and invoke the "MAC" clause at this late stage,would surely put into question any business dealings,for the future.This would shatter any confidence,and credibility, would suffer a severe knock.They would ultimately become tarnished,in the eyes of the outside world,in which they become losers at the end of the day.Obviously,they do not want that,as they are a proud people,coupled with the loss of face,would be anathema to them.For all these reasons,I do not see this route being taken.

[spob] 30/12/2008 22:19

caveat emptor

oil prices go up and down

that does not constitute a 'MAC'

The analyst who stated this is a clown

[zooshare] 30/12/2008 21:15

the indians will not invoke MAC as the price of oil can rise and falls and it is inconceivable to think the indians did not think of this..."the buyer beware of this possibility"...."caveat emptor"...also, reputation is on the line here...india needs to secure the oil resource first and most...imo

[davius] 30/12/2008 21:10

> ONGC must make a statement on the level of acceptances by 0800 GMT
> Wednesday, the sources close to the matter said.

An early look in tomorrow morning then...

[grbaker] 30/12/2008 21:01

Yes, nice of the author of that press release to put the boot in wasn't it? Honestly! If ONGC pull out of this deal at this point, then they are going to look so bad that it defies all logic that they would do so.

Anyway - we'll all just have to await the actual RNS before we know what the percentage is...

All the best to one and all, GB.